The Members,
 
 Sambhaav Media Limited
 
 The Directors have pleasure in presenting herewith Twenty First Annual
 Report together with the Audited Statement of Accounts of the Company
 for the year ended on 31st March, 2011.
 
 FINANCIAL RESULTS:                                  (Rupees in Lacs)
 
 Particulars                     Current Year        Previous Year
                                   Ended 31st           Ended 31st
                              31st March,2011      31st March,2010
 
 Total Income                         3822.08              3459.81
 
 Profit before Depreciation            839.60               749.46
 
 Less: Depreciation                    463.30               417.06
 
 Operative Profit before Tax           376.29               332.40
 
 Less: Exchange Rate 
 Loss/FCDL                              64.33                (0.23)
 
 Profit Before Tax                     311.96               332.63
 
 Less: Provision for Income 
 Tax                                    85.00               140.00
 
 Less: Deferred Tax Liabilities         (0.53)              (34.14)
 
 Less: Prior Period adjustments         29.89                16.00
 
 Profit/(Loss) after Tax               197.60               210.77
 
 
 DIVIDEND:
 
 As a matter of sound accounting practice and management philosophy,
 your Directors are of the opinion to make sound and strong economic
 base for the Company and in order to conserve the resources; your
 Directors do not recommend any dividend for the current year.
 
 PRINT MEDIA:
 
 Sambhaav Metro a Multi colour tabloid Gujarati noon newspaper
 published from Ahmedabad and Abhiyaan a Gujarati weekly published
 from Mumbai are having good readership growths during the year.
 
 The management is also planning to bring out the above publication in
 digital formats begin with first the flagship publication Abhiyaan
 weekly and later on Sambhaav Metro during the current financial year.
 
 We are also trying to add some more newspapers/ periodicals in our job
 work division in the coming period which will enhance the job wok
 revenue also.
 
 OUT OF HOME (OOH) MEDIA:
 
 Outdoor is a visual medium and the medium itself shapes up as a part of
 your brand story, this enables endless possibilities in creating
 communication which is out of the box, brand relevant and can connect
 with the consumers provided it is intelligent and simple.
 
 In outdoor medium is the message, a phrase well demonstrated by this
 campaign as the medium not only took the shape of the product but
 enlarged it many times to create the desired impact. This coupled with
 strategic placement makes this innovative and effective outdoor usage
 in recent times.
 
 The Indian OOH Industry is still unorganized and quite fragmented, and
 though there is no official calculation, it is guesstimated to be
 around Rs 2,000 crore static and digital inclusive. This comprises
 billboards, mobile vans and airport media. It is expected to grow up to
 Rs 5,000 crore in the coming few years, expected to be led by digital
 OOH media especially. The ad industry grows to Rs 35,000 crore, size of
 digital OOH TV would be between 3 per cent and 5 per cent of the ad
 industry. About 70 per cent of this would belong to two national
 players and we hope to continue being the leaders of digital OOH TV
 industry. Also, growth of the medium would not be just being in scale
 of the medium, but advertiser understanding of the medium as well.
 Currently, peop''e buy locations, but with research the play would
 evolve to tracking audiences. The end game has to be about audiences
 and not about locations.
 
 During the year the company has acquired the display of hoarding rights
 from Ahmedabad Education Society for 24 hoardings for a period of three
 years.
 
 AUDIO - VIDEO MEDIA:
 
 The OOH medium provides enormous possibilities and our goal is to
 create never before innovation which adds to brands core objective -
 growth, freshness and ability to engage audience thereby deliver
 impact.  Through this innovation the medium delivered all the
 objectives and created buzz.
 
 The OOH Media is growing at a rapid speed and in particular the audio -
 video media is developing very fast in Public Transport System or viz.
 Railways, public transport Buses.
 
 The company is also entering in LCD/LED TV Media in Public Transport
 and successfully bided the rights from The Gujarat State Road Transport
 Corporation (GSRTC) for a period of Ten Years starting from current
 financial year.
 
 GSRTC PROJECT
 
 GSRTC has planned to provide the mass communications audio & visual
 using various technology to the people who uses the GSRTC as a travel
 media.
 
 The objective of this project is to design & develop a communication
 link between one to many & many to one.  The system will create a world
 class informative programme, information & entertainment system inside
 the 7500 buses as well as 50 bus depots for GSRTC.
 
 Planning
 
 The overall Contract for mass communication by GSRTC is awarded to the
 Company, which is the Gujarat''s largest media company which has
 provided solution to various field & also In the field of communication
 with highest reliability & repeatability.
 
 System planning is being executed by experts in the field of
 communications using advanced technology.
 
 First step of planning is to create the experiment test model which
 will conceive the basic technology & overall design goal of system. The
 model will go through the extensive qualification testing of electrical
 & mechanical requirement under the extreme environment condition in
 terms of temp, road vibration, humidity, & also protection of dust
 pollution to avoid the contamination on actual hardware.
 
 Basic concept of system design is the software loaded on the customized
 hardware that allows the network to be managed from the central
 location using commercial available spectrum connectivity and V set
 application.
 
 The customized software allows the entire TV network to be monitored
 from central place. Software has the Capability to generate, stores and
 reports the contents played remotely at a central server.
 
 PUBLIC DEPOSITS:
 
 During the year under review, the Company has not accepted any deposits
 from the public within the meaning of Section 58A of the Companies Act,
 1956.
 
 INSURANCE:
 
 All the existing properties including Plant & Machinery, Building, and
 Stocks etc. are adequately insured.  
 
 DIRECTORATE:
 
 After close of the year Ms. Deepal Trivedie has resigned as Director of
 the Company. Your Directors place on record their deep appreciation for
 contribution made by Ms. Deepal Trivedie during her tenure as Director.
 
 Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri
 Dilip D. Patel and Shri N.V.Vasani Directors of the Company retire at
 the ensuing Annual General Meeting of the Company and are eligible for
 reappointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 your Directors confirm:
 
 1.  That in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 2.  That they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit and loss
 of the Company for that period.
 
 3.  That they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company for preventing and
 detecting fraud and other irregularities.
 
 4.  That they have prepared the annual accounts on a going concern
 basis.
 
 LISTING AGREEMENT:
 
 The Equity shares of the Company are presently listed at the Bombay
 Stock Exchange (BSE), and National Stock Exchange (NSE). The Company
 has duly paid the Annual Listing Fees for the year 2011-12 to BSE and
 NSE. Adequate care is being taken to comply almost all the norms and
 guidelines as per the applicable provisions of the Listing Agreement
 with the Company.
 
 The Company''s Equity Shares are under ''Compulsory Demat''. The ISIN
 allotted to the Company is INE699B01027. As required by the SEBI''s
 Circular, the Company has appointed M/s MCS Limited as its Registrar &
 Share Transfer Agent also to undertake transfer of physical share
 certificates besides acting as Electronic Registrars.
 
 CORPORATE GOVERNANCE:
 
 The Company has generally implemented the procedure and adopted
 practices in conformity with the Code of Corporate Governance as
 enumerated in Clause 49 of the Listing Agreement with the Stock
 Exchanges. The Management Discussion & Analysis and Corporate
 Governance Report are made a part of the Annual Report.
 
 A certificate from the Company Secretary in practice regarding
 compliance of the conditions of Corporate Governance is given in
 Annexure, which is attached hereto and forms part of the Directors''
 Report.
 
 STATUTORY AUDITORS:
 
 M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retire at
 the ensuing Annual General Meeting and are eligible for reappointment.
 The Company has received a certificate from them that their appointment
 if approved by the shareholders would be within the ceiling prescribed
 under section 224 (1B) of the Companies Act, 1956. The Members are
 requested to appoint auditors to hold office until the conclusion of
 the Next Annual General Meeting of the Company.
 
 AUDITORS'' REPORT:
 
 The Auditors'' Report for the year ended 31 st March, 2011 and the notes
 forming part of the accounts referred to in the Auditors'' Report are
 self-explanatory and give complete information.
 
 EMPLOYEES:
 
 During the year under review, no employee of the Company was in receipt
 of remuneration in excess of the limits prescribed in Section 217 (2A)
 of the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Details of foreign exchange earnings and outgo form part of Notes to
 the Balance Sheet for the period under review. Conservation of energy
 has always been of immense importance to your Company and all the
 equipments consuming energy have been placed under continuous and
 strict monitoring. In view of the nature of the operations, no report
 on the other matters is required to be made under Sections 217(1) (e)
 of the Companies Act, 1956 read with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988.
 
 MATERIAL CHANGES :
 
 No material changes have taken place since the closure of the financial
 accounts up to the date of the report, which may substantially affect
 the financial performance, or the statement of the Company.
 
 ACKNOWLEDGMENTS :
 
 Your Directors take this opportunity to acknowledge with gratitude for
 the trust reposed in the Company and by the Shareholders, Investors,
 and Readers/Customers, Corporations and Government Authorities.
 Directors of your Company specifically express their gratitude to the
 Bankers of the Company, Dena Bank who has extended very good support to
 the Company for execution of all the projects in time. Further, Your
 Directors also keenly appreciate the dedication & commitment of the
 Employees without which the sustained progress of the Company would not
 have been possible.
 
 
                                      For and on behalf of the Board,
 
                                                  Kiran B. Vadodaria
                                        Chairman & Managing Director
 
 Place : Ahmedabad.  
 Date: 21st May, 2011